SUTTER LAW

SAN FRANCISCO

BUSINESS ATTORNEYS

Business Formation

Business Financing

Startup Law

Law Firm Summary

The Sutter Law Firm is a corporate law practice, we focus on business law with a particular emphasis on the formation of startup, emerging companies, venture capital and debt financing, mergers and acquisitions, intellectual property licensing and general corporate matters.

We represent clients in a number of industries, including computer software, hardware, electronics companies, communications, software as a service, computer games, virtual reality, consumer facing websites, and media/publishing companies.

We advise startups and venture-backed companies on business plans, incorporation, financing, founders stock, employee equity plans, intellectual property protection, licensing, distribution and strategic agreements, and mergers and acquisitions. We represent companies from accelerators such as YCombinator (YC), 500 Startups, Matter, Boost and Spain Tech Center, to name a few. Learn More Here!

Strongly recommend. I had an urgent need for them to review an employment contract and they turned it around for me in just a few hours. They used his judgement to give me the most value, making key recommendations, without running up any unnecessary fees. Their integrity and personable approach make working on legal issues fun and worry free

Integrity, professionalism, timely service, and an authentic interest to be helpful is what I’ve experienced with Sutter Law. Eric is very knowledgeable in the areas of LLC creation, angel investing, and advisor liability and is willing to share guidance along the way. Sutter Law is my firm of choice to handle my contract needs, and I recommend their services to anyone in need of business legal assistance.

INCORPORATION

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FAST AND COMPREHENSIVE

CONTRACTS

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READABLE AND PLAIN ENGLISH

FUNDING DOCS

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CONVERTIBLE NOTES, AND EQUITY

SERIES A

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FULL DUE DILIGENCE, TERM NEGOTIATIONS

Our vision is a vibrantly diverse democratic society in which everyone is treated equally under the law, given the freedom and opportunity to pursue their vision, and empowered to participate in the American Dream.

How often are we at dinner with our friends, or grabbing coffee with a co-worker, when an idea strikes us… Wouldn’t it be great if there was startup company that ______? There should be a startup service that______! Why can’t they just add ______ to _______, I would use that all the time! What should be your first step? (Besides a killer algorithm that isn’t buggy, of course) First – you must think of a startup name! A name that grabs the user, but also encapsulates the idea of your product. Thought of a startup name? Dreaming of the way the logo will look like as Apple’s Featured App of the Week? Not so fast… you must make sure that you have the right to use the name in connection with your product and brand. There are several things you can do in the comfort of your own home, to check whether or not a name is available to use. Trademark Search A simple trademark search will let you know if you will be able to trademark the product and use the startup name and logo in commerce. You can conduct a trademark search on the www.USPTO.gov. State of Delaware – Division of Corporations You may use the Delaware Division of Corporations Entity Search to check if the name of your corporation is available. The name of your corporation cannot be the same of the name of any other corporation, although slight variation in the name is perfectly acceptable. You can conduct the search here: Internet Presence Once you have figured out what the name of the corporation will be, it’s wise to reserve the name of your new corporation as a domain... read more

Mutual Non Disclosure Agreements AKA NDA A mutual non – disclosure binds both parties to confidentiality. Definition of Confidential Information The information that is bound to confidentiality is all information that the parties exchange. It is important to take note of the specific definition of what “information” includes, as written in your NDA. Intellectual Property Ownership A great concern for any company is to maintain full control and possession of its intellectual property. It’s important to specify whether or not the disclosure of confidential information would disturb the ownership of intellectual property. It’s preferable for any start up to include a provision that explicitly states that confidential information remains the Disclosing party’s property. Governing Law The governing law section is not one to skip over. By signing the non – disclosure agreement, you consent to be sued in the state specified in the clause, if a legal dispute shall arise. NDA Enforcement Before you disclose your startup corporation’s confidential information you should be aware that you need to resources to enforce your agreement. This means you will need a legal ‘war chest’ to pursue any violators. Even with an NDA you should be very careful who you share your confidential information with. As a general rule you can show someone WHAT your product does, without showing HOW it works. The HOW is what you want to protect. NDA’s and Investors Typically Angel or Venture Capital (VC) investor will not sign an NDA. Investors are pitched startups all day long; they fear that if they sign an NDA from each startup they will be exposing themselves to significant legal risk. Since investor... read more

Venture Capital, Investments and Form D Startups and Privately held companies that are raising capital investment are required to register with the Securities and Exchange Commission, or file a Form D with the SEC to declare an exempt offering of securities. Form D is a notice that a Startup company is issuing an offering of securities that is exempt from registration with the SEC. Using Form D, a Startup company discloses information about the company and the offering to the SEC. This information includes names and the addresses of the Startups executive officers, the size of the offering, and the date of the first sale. The form can be found here (https://www.sec.gov/about/forms/formd.pdf) Form D must be filed within 15 days after the first sale of securities in the offering . The date of first sale is the date on which the first investor is contractually committed to invest (ex: the date the Startup receives the investor’s subscription agreement or check). The form is filed online, for free, using the EDGAR system. If you would like to set up a free consultation with an experienced San Francisco business attorney, please reach out to us at Sutter Law Firm.... read more